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Printmgr File March 27, 2014 Dear Stockholder: You are cordially invited to attend the 2014 Annual Meeting of Stockholders of SunCoke Energy, Inc., on Thursday, May 8, 2014 at 9:00 a.m., local time, at the Hotel Arista, 2139 CityGate Lane, Naperville, Illinois 60563. The following pages contain our notice of annual meeting and proxy statement. Please review this material for information concerning the business to be conducted at the 2014 Annual Meeting, including the nominees for election as directors. As we have in the past, we are furnishing our proxy statement and other proxy materials to our stockholders over the Internet and mailing paper copies to stockholders who have requested them. For further details, please refer to the section entitled About the Annual Meeting beginning on page 1 of the proxy statement. Whether or not you plan to attend the 2014 Annual Meeting, it is important that your shares be represented. Please vote via telephone, the Internet, proxy card, or voter instruction form. Thank you for your support of SunCoke Energy. Sincerely, Frederick A. Henderson Chairman and Chief Executive Officer SunCoke Energy, Inc. | 1011 Warrenville Road | Suite 600 | Lisle, Illinois 60532 | tel (630) 824-1000 www.suncoke.com Notice of Annual Meeting of Stockholders to be held on May 8, 2014 The 2014 Annual Meeting of Stockholders of SunCoke Energy, Inc. will be held on Thursday, May 8, 2014 at 9:00 a.m., local time, at the Hotel Arista, 2139 CityGate Lane, Naperville, Illinois 60563, for the following purposes: 1. To elect two directors, Robert J. Darnall and James E. Sweetnam, to the class of directors whose term expires in 2017; 2. To hold a non-binding advisory vote to approve our executive compensation; 3. To ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2014; and 4. To transact such other business as may properly come before the 2014 Annual Meeting or any adjournment or postponement thereof. You may vote at the 2014 Annual Meeting if you were a stockholder of record at the close of business on March 10, 2014. To ensure that your vote is properly recorded, please vote as soon as possible, even if you plan to attend the 2014 Annual Meeting. Most stockholders have three options for submitting their vote: (1) via telephone, (2) over the Internet, or (3) by mail. You may still vote in person if you attend the 2014 Annual Meeting. For further details about voting, please refer to the section entitled “About the Annual Meeting” beginning on page 1 of the proxy statement. If your shares are held in “street name” in a stock brokerage account, or by a bank or other nominee, you must provide your broker with instructions on how to vote your shares in order for your shares to be voted on important matters presented at the 2014 Annual Meeting. If you do not instruct your broker on how to vote in the election of directors and on executive compensation, your shares will not be voted on these matters. The approximate date of mailing of the Notice of Internet Availability of Proxy Materials to our stockholders is March 27, 2014, and the attached proxy statement, together with our 2013 Annual Report on Form 10-K, will be made available to our stockholders on that same date. We will also begin mailing paper copies of our proxy statement and other proxy materials to stockholders who have requested them on or about that date. By order of the Board of Directors, Denise R. Cade Senior Vice President, General Counsel, Corporate Secretary and Chief Compliance Officer March 27, 2014 Table of Contents Page ABOUT THE ANNUAL MEETING ............................................................ 1 PROPOSAL 1 — ELECTION OF DIRECTORS .................................................... 5 Board of Directors ................................................................... 5 Certain Information Regarding Directors ................................................. 5 THE BOARD OF DIRECTORS AND ITS COMMITTEES ............................................. 11 Meeting Attendance ................................................................. 11 Executive Committee ................................................................ 11 Audit Committee .................................................................... 11 Compensation Committee ............................................................ 12 Governance Committee .............................................................. 12 Compensation Committee Interlocks and Insider Participation ............................... 12 CORPORATE GOVERNANCE ............................................................... 13 Director Independence ............................................................... 13 Board Leadership Structure ........................................................... 13 Director Qualifications ............................................................... 13 Risk Oversight ...................................................................... 13 Executive Sessions .................................................................. 14 Corporate Governance Guidelines ...................................................... 14 Related Person Transactions .......................................................... 14 Director Attendance Policy ............................................................ 15 Indemnification Agreements .......................................................... 15 Code of Business Conduct and Ethics .................................................... 15 Communications with the Board ....................................................... 15 Governance Committee Process for Director Nominations ................................... 15 DIRECTOR COMPENSATION ............................................................... 17 Annual Retainer .................................................................... 17 Retainer Stock Plan .................................................................. 17 Directors’ Deferred Compensation Plan .................................................. 17 Director Stock Ownership Guidelines .................................................... 18 Director Compensation Table .......................................................... 18 EXECUTIVE COMPENSATION ............................................................... 19 Compensation Committee Report ...................................................... 19 Compensation Discussion and Analysis .................................................. 19 Summary Compensation Table ......................................................... 31 2013 Grant of Plan-Based Awards Table ................................................. 32 2013 Outstanding Equity Awards at Fiscal Year-End Table ................................... 33 2013 Option Exercises and Stock Vested Table ............................................ 34 2013 Nonqualified Deferred Compensation Table .......................................... 34 Potential Payments Upon Termination or Change in Control ................................. 35 PROPOSAL 2 — ADVISORY APPROVAL OF EXECUTIVE COMPENSATION ............................ 39 BENEFICIAL STOCK OWNERSHIP OF DIRECTORS, EXECUTIVE OFFICERS AND PERSONS OWNING MORE THAN FIVE PERCENT OF COMMON STOCK .................................................. 40 AUDIT COMMITTEE MATTERS ............................................................. 42 Audit Committee Report .............................................................. 42 Audit Fees ......................................................................... 43 Audit Committee Pre-Approval Policy ................................................... 43 i Page PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ............................................................................... 44 OTHER INFORMATION ................................................................... 45 Equity Compensation Plan Information .................................................. 45 Section 16(a) Beneficial Ownership Reporting Compliance ................................... 45 Future Stockholder Proposals .......................................................... 45 Solicitation of Proxies ................................................................ 46 ii ABOUT THE ANNUAL MEETING References to “the Company”, “SunCoke Energy”, “we”, “us” and “our” in this proxy statement mean SunCoke Energy, Inc. Who is soliciting my vote? The Board of Directors of SunCoke Energy, Inc. is soliciting your vote at the 2014 Annual Meeting. Why did I receive a notice in the mail regarding the Internet availability of proxy materials instead of a full set of proxy materials? Pursuant to rules adopted by the Securities and Exchange Commission, or SEC, we have elected to furnish our proxy statement and other proxy materials to stockholders on the Internet rather than mailing paper copies to each stockholder. If you received a Notice of Internet Availability of Proxy Materials, or Notice of Internet Availability, in the mail, you will not receive a paper copy of these materials unless you have requested to receive paper copies. All stockholders have the ability to access our proxy statement and other proxy materials. Instructions on how to do so or to request a printed copy may be found on the Notice of Internet Availability. In addition, stockholders may request to receive these materials in printed form by mail on an ongoing basis. The Notice of Internet
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